Mar 31, 2018
Dear Members,
The Directors are pleased to present the Thirty-Fourth Annual Report on the business and operation of the Company together with Audited Statement of Accounts for the year ending March 31st, 2018.
(Rs. in Lakhs)
Particulars |
Consolidated |
Standalone |
||
March 31, 2018 |
March 31, 2017 |
March 31, 2018 |
March 31, 2017 |
|
Total Revenue |
24,876.52 |
25,911.49 |
24,910.98 |
26,110.96 |
Profit Before Tax (PBT) |
1,354.11 |
1,516.09 |
1,496.48 |
1,405.22 |
Provision for Tax |
509.60 |
525.16 |
513.99 |
476.94 |
Profit After Tax (PAT] |
844.54 |
1,007.67 |
982.49 |
928.28 |
Other Compreensive Income (Net of Tax) |
3.07 |
4.34 |
3.07 |
4.34 |
Total Comprehensive Income for the period |
847.59 |
1,011.84 |
985.56 |
932.62 |
Balance brought forward from previous year |
(392.15) |
(473.78) |
10.31 |
7.90 |
Profit available for Appropriations |
842.50 |
1,011.84 |
982.49 |
932.62 |
Appropriations |
||||
Transfer to General Reserve |
825.00 |
780.00 |
825.00 |
780.00 |
Proposed Dividend |
- |
124.80 |
- |
124.80 |
Tax on Proposed Dividend |
- |
25.41 |
- |
25.41 |
Surplus carried to the next year''s account |
(374.65) |
(392.15) |
165.76 |
10.31 |
The above figures are extracted from financial statements as per Ind AS, the company has followed the guidance as prescribed in Ind AS 101, first time adoption w.e.f. 01.04.2017 as the transition date and IGAAP as the previous GAAP
OVERVIEW OF COMPANY PERFORMANCE
Over the last couple of years Mallcom has shifted its focus to improve its profitability, introduce newer and better products in the market, and build a universal brand for superior quality products.
During the year under consideration, the company with its continuing focus on strengthening its front end operations, has achieved standalone income of Rs. 24,910.98 Lakhs and profit after tax of Rs.982.49 Lakhs as against Rs.26,110.96 Lakhs and v 928.28 Lakhs respectively for the previous year. The Consolidated Income and Profit after tax of the company for the year '' 24,876.52 Lakhs and Rs.844.54 Lakhs as against v 25,911.49 Lakhs and Rs.1,007.67 Lakhs respectively for the previous year
SHARE CAPITAL
The paid up Equity Share Capital as at March 31st 2018 was Rs.624.00 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
There have been no material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial relate.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the company. Mallcom continues to be one of the leading Personal Protective Equipment company in the country.
DIVIDEND
Your Board has recommended dividend of Rs.2.00 per share for the financial year ended March 31st, 2018 as against Rs.2.00 per share (i.e. 20% on an equity share of Rs.10/- each) for the previous financial year ended March 31st, 2017. The dividend if approved by the shareholders at the ensuing annual general meeting shall be paid to those shareholders, whose name appear in the register of members as on book closure date. Total dividend of 20% for the year 2017-18 would absorbed Rs.124.80 Lakhs exclusive of dividend tax.
TRANSFER TO RESERVE
During the year under review, your Company has transferred an amount of Rs.825.00 Lakh to the General Reserves for the financial years ended on 31st March, 2018
TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF
Pursuant to the provision of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/unclaimed amount is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of Companies Act, 2013.
During the year under review the unclaimed dividend for the financial year 2009-10 has been transferred to IEPF within its respective due date.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management''s Discussion and Analysis forms part of this annual report and is annexed to this Report.
CORPORATE GOVERNANCE
The Company is committed to adopt good corporate governance practices. The report on Corporate Governance for the financial year ended March 31st 2018, as per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this Annual Report. The requisite Certificate for confirming the compliance with the conditions of Corporate Governance is annexed to this Report.
SUBSIDIARY COMPANIES
The Company has two subsidiary companies namely Mallcom VSFT Gloves Pvt. Ltd. and Mallcom Safety Pvt. Ltd. The Company regularly monitors the performance of such companies. The Company shall make available the annual accounts of the subsidiary companies to any member of the Company who may be interested in obtaining the same.
The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company. Further, the annual accounts of the subsidiaries are also available on the website of the Company www.mallcom.in. The consolidated financial statement presented by the Company includes the financial results of its subsidiary companies.
Pursuant to the provision of Section 129(3] of the Companies Act, 2013, a statement containing salient features of financial statement of the aforesaid Subsidiaries, in Form AOC â1, is annexed herewith as Annexure - A of this report.
The policy for determining material subsidiaries as approved may be accessed from the Company website at the www.mallcom.in.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form MGTâ 9 in compliance with Section 92 of the Companies Act, 2013 read with applicable Rules made there under is annexed herewith as AnnexureâB. The extract of Annual Return may be accessed from the Company website at the www.mallcom.in.
AUDITORS
STATUTORY AUDITORS
Pursuant to Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 the members of the Company in its 32nd Annual General Meeting approved the appointment of M/s. S. K. Singhania & Co, Chartered Accountants (Firm Registration No. 302206E), as the Statutory Auditors of the Company to hold office until the conclusion of 36th AGM of the Company.
The Report given by M/s. S. K. Singhania & Co, Chartered Accountants on the financial statements of the Company for the year 2018 is forming part of this Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
The Auditors'' Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Board had appointed Ms. Anju Agarwal, Practicising Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2017- 18. The Secretarial Audit report is given as Annexure - C forming part of this Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of Companies Act, 2013 read with rules made there under, the directors of Mallcom have constituted a Corporate Social Responsibility Committee. As part of its initiative under Corporate Social Responsibility the company has contributed for the purpose of scheme as provided in CSR Policy.
The CSR Policy may be accessed on the Company website at www.mallcom.in and further details about the initiatives taken by the Company on CSR during the year under review have been appended in Annexure D to this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company www.mallcom.in.
RISK MANAGEMENT
Risk Management has always been an integral part of the corporate strategy which complements the organizations capabilities with business opportunities, robust planning and execution. A key factor in sustainable value is the risk that the company is willing to take and its ability to manage them effectively. In line with new regulatory requirements, the Company has formally framed a Risk Management Policy to identify the key risk areas, monitor and report compliance and effectiveness Appropriate actions pursuant to the Policy from time to time are taken to mitigate adverse impact of various Risks which may adversely affect the performance of the Company.
COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC] has adopted a terms of reference which, interalia, deals with the manner of selection of Director and the Key Managerial Personnel of the Company. The NRC recommends appointment of Director, Chief Executive Officer and Manager based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and rules framed there under. The NRC is responsible for identifying and recommending persons who are qualified to become directors or part of senior management of the Company. Remuneration Policy for the members of the Board and Executive Management has been framed, the said policies earmark the principles of remuneration and ensure a well balanced and performance related compensation package taking into account shareholders'' interest, industry practices and relevant corporate regulations in India.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the company, Ajay Kumar Mall (DIN: 00470184), Director of the company retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommend his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. All Independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015. During the year under review, there is no change in the Board of Directors of the Company.
CODE OF CONDUCT
The Company''s Code of Conduct is based on the principle that business should be conducted in a professional manner with honesty and integrity and thereby enhancing the reputation of the Company. The Code ensures lawful and ethical conduct in all affairs and dealings of the Company.
BOARD EVALUATION
As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements] Regulations 2015, the formal annual evaluation was carried out for the Board''s own performance, its committee & Individual directors. The manner and detail in which evaluation was carried out is stated in the Corporate Governance Report which is annexed and forms a part of this report.
MEETINGS
The Board met four times during the year, the details of which are given in the Corporate Governance Report. The intervening gap between the Meeting was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements] Regulation, 2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements] Regulation, 2015 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
AH transactions entered into with the Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and the provision of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form A0Câ2 in terms of Section 131 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.
The Company has formulated a policy on dealing with Related Party transaction. The Policy is disclosed on the website of the Company www.mallcom.in.
The details of related party disclosure from part of the notes to the financial statement provided in the annual report.
PARTICULARS OF EMPLOYEES
Your Company has no employee of the category as specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to remuneration and other details as required under Section 197 (12] of the Companies Act, 2013 read with Rules 5 (1] of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure â E.
CREDIT RATING
During the year under review, the ^ company has assigned Long "Term Debt Rating of Fitch "IND BIBBâ with stable outlook and Short Term Rating of Fitch "IND A3 â for its Working Capital Bank borrowings.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARRASMENT OF WOMEN AT WORKPALCE (PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013.
The Company''s policy on prevention of sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year
DEPOSIT
During the financial year under review, the company did not accept any deposit covered under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits] Rules, 2014.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details of the internal control system and adequacy are covered in Management Discussion and Analysis Report.
DIRECTORS'' RESPOSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) In the preparation of the annual accounts for the year ended March 31st 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reason able and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year;
c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the company that are adequate and were operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of the applicable laws and these are adequate and are operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ASORPTION AND FOREIGN EXCHANGE
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3](m] of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts] Rules, 2014, is annexed herewith as Annexure â F.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATION
There were no significant and material order passed by the Regulators or Courts or Tribunal during the year impacting the going concern status and the operations of the Company in future.
ACKNOWLEDGEMENT
The Board wishes to place on record their sincere appreciation to all the employees of the organisation for their hard work, dedication, and commitment towards the company''s performance. Mallcom also wishes to place on record its gratitude for the valuable assistance and coâoperation extended to the Company by the Central Government, State Governments, banks, institutions, investors and customers.
Date: May 30, 2018 For and on behalf of the Board
Place : Kolkata
Ajay Kumar Mall
Managing Director & CEO
(DIN:00470184)
Mar 31, 2016
DEAR MEMBERS.
The Directors have pleasure in presenting before you Thirty-Second Annual Report of the Company together with Audited Statement of Accounts For the year ended March 31.2016
FINANCIAL RESULTS
Your Company''s performance during the year ended March 31. 2016 is summarized below:
(Rupees In Lakhs)
Gross Sales |
27.567 19 |
26.490.71 |
Other Income |
13.31 |
37.21 |
Total Revenue |
27.535.50 |
26.527.92 |
Less&: Total Expenditure |
26.393.78 |
25,653.46 |
Gross Profit (Before Depreciation & Finance Cost) |
1839.68 |
1625.95 |
Less: Finance Cost |
221.59 |
335.69 |
Depreciation |
426.36 |
415. B0 |
Earnings before Tax (EBTI |
1.191.73 |
374.46 |
Less: Income Tax :: |
||
-Current |
433.66 |
330.00 |
-Deferred |
H 0,351 |
- |
Income Tax for Earlier Years |
- |
18.05 |
Profit after Tax [PAT] |
763 42 |
513.46 |
Add: Balance b/f from previous year |
9.14 |
8.34 |
Balance available for appropriation |
772.56 |
521.80 |
Dividend Recommended |
124.80 |
93.60 |
Dividend Tax |
25.41 |
19.05 |
Transfer to General Reserve |
614.45 |
400.00 |
Profit & Loss Account balance carried lo Balance sheet |
7.90 |
S.15 |
Key Ratios |
||
Earnings per Share (Rs,) |
13.23 |
6.23 |
Dividend per share (Rs.) |
2-00 |
1.50 |
Current Ratio |
1.21:1 |
1.18:1 |
Debt-Equity Ratio |
O.0B:1 |
0.92:1 |
DIVIDEND
Your Directors are pleased to recommend dividend of Rs. 2.00 per share (20%) for the financial year ended March 31, 2016. The dividend if approved by the shareholders will be paid to all the equity shareholders, whose names appear in the Register of Members as on September 08, 2016. Total dividend of 20% For the year 2015-16 & would absorb Rs.150.21 Lakh inclusive of dividend tax.
In terms of the Companies Act. any unclaimed or unpaid Dividend relating to the financial year 2di ?-11. is due For remittance in August, 201& to the Investor Education and Protection Fund established by the Central Government.
PERFORMANCE OF THE COM PA MY
Due to the sluggish overseas demand and world economy facing recession or low growth the export sector as a whole was badly affected during the year under review registering negative growth, your company however despite all the odds was able to maiming the growth momentum and had registered 4% growth in Turnover. The Standalone Gross Income and profit! after tax of the company for the year was Rs 27.585.50 Lakh & Rs. 763.42 Lakh as against Rs. 26,527.92 Lakh & Rs.513.46 Lakh respectively for the previous year. The Consolidated Gross Income of the company for the year under review was Rs. 27.646..71 Lakh as against Rs.26.8S7.10 Lakh for the previous year resulting in a growth of 2.93% The Consolidated profit after tan. of the company, for the year was Rs. 938.44 Lakh as against Rs.678.44 Lakh for the previous year.
The Increase m profitability was mainly due lo various cost cutting measures undertaken along with reduced finance cost, belter working capital management and enhanced liquidity.
FINANCIAL POSITION Share -Capital
The subscribed, issued and paid-up capital of the company remained al 62,40,000 equity shares of Rs.10/- each implying a fully paid up capital of Rs.624.00 Lakh as on March 31. 2016.
Reserves and Surplus
The Reserve and surplus balance for the company during the fiscal under review has gone up from Rs. 4427 18 Lakh lo Rs. 5.040.39 Lakh with a further transfer of Rs. 614.45 Lakh to General Reserve.
Secured and Unsecured Loans:
The Company had a secured loan of Fs. 5.DD3.42 Lakh and there is no unsecured loan during the Fiscal 2016.
The Fixed Assets (Including Capital work-in-progress) as at March 31. 2015 were Rs. 3.075.53 Lakh as compared to Rs. 2,603.79 Lakh in the previous year.
Current Assets
The current assets of the Company as on March 31. 2016 were Rs. 10.574.36 Lakh as against Rs 10.536 98 Lakh in the previous year. Inventory Level was al Rs. 4,344.34 Lakh, which has increased by Rs. 612.-82 Lakh over previous year''s level of Rs. 4.331.52 Lakh. Debtors outstanding as on March 31. 2016 were Rs. 3,334.20 Lakh as against Rs, 2.874.02 Lakh for previous year i.e. an increase of Rs. 450,18 Lakh over the previous year.
MANAGEMENT DISCUSSSON AND ANALYSIS REPORT
The Management''s Discussion and Analysis forms part of this annual report and is annexed to this Report.
CORPORATE GOVERNSNCE
The report on Corporals Governance for the financial year ended March 31. 2016. as per regulation 34(31 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements! Regulations. 2015 forms a part of this Annual Report. The requisite Certificate from the confirming compliance with the conditions of Corporate Governance :5 annexed to this Report.
SUBSIDIARY COMPANIES
A report on the performance and the financial position of subsidiary companies as per Companies Act, 2013 forms part of the consolidated financial statement During the year subsidiary company ''Trencher Online Services Pvt. Ltd.'' (Formerly : Mallcorn Safety Equipment Pvt. Ltd.). ceased to be subsidiary of Maltcom kidia Ltd. due to sale Of investment.
The Consolidated Financial Statements are prepared for your Company in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India and the same together with Auditor''s Report thereon form part of the Annual Report.
A separate section on the performance and financial position of each of the subsidiaries companies in Form AOC-1 is part of the report. It is included in the consolidated financial statement.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form MGT- 9 as per provisions of Companies Act. 2013 and rules thereto of the Company is annexed herewith as Annexure-A.
AUDITORS
Statutory Auditors
M/s S. K. Singhania & Co.. Chartered Accountants who are the Statutory Auditors of the Company, holds office up to the conclusion of the forthcoming Annual General Meeting (AGM) and is eligible for re- appointment. Pursuant to the provisions of Section 139 of the Companies Act. 2013 read with the Companies (Audit and Auditor) Rules. 2014, it is proposed to appoint Mt% S. K, Singhania & Co., as Statutory Auditors of the Company from the conclusion of the forthcoming AGM up to the conclusion of the 36th AGM to be held in 2020. subject to ratification of their appointment at every AGM. A certificate from them has been received to the effect that their re-appointment, if made, would be within the prescribe limit.
There is no Audit qualification for the year under review.
Secretarial Auditors
The Board had appointed Mrs. Anju Agarwal. Company Secretary in Whole-time Practice, to carryout Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2016. The report of the Secretarial Auditor is annexed to this report as Annexure B. The report does not contain any qualification.
Internal Auditors
Mrs. Anjali G. Worah. Chartered Accountant performs the duties of internal auditor of the Company and their report is reviewed by the audit committee from time to time.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act. 2013. The role of the Committee is to review the CSR Policy, indicate activities to tie undertaken by the Company towards CSR and formulate a transparent monitoring mechanism to ensure implementation of projects and activities undertaken by the Company towards CSR.
The CSR Policy of the Company and further details about the initiatives taken by the Company on Corporate Social Responsibility during the year under review have been appended in Annexure C to this Report.
VIGIL MECHANISM 1 WHISTLE BLOWER POLICY
Fraud and corruption-free work culture has been the core of the Company. In View Of the potential risk Of fraud, corruption and unethical behavior consequent to rapid growth and geographical spread of operations, which could adversely impact the Company''s business operations, performance and reputation, the Company has put an even greater emphasis to address these risks. To meet the objective Whistle Slower policy has been laid down which is available on the company website: www.maltcom.in.
RISK MANAGEMENT
Risk management has always been an integral part of (he corporate strategy which complements the organizations capabilities with business opportunities, robust planning and execution A key factor in determining a Company''s capacity to create sustainable value is the risks that the company is willing to lake and its ability to manage them effectively. In line with new regulatory requirements, the Company has formally framed a Risk Management Policy to identify the key risk areas, monitor and report compliance and effectiveness Appropriate actions pursuant to the Policy from time lo time are taken to mitigate adverse impact of various Risks which may adversely affect the performance of the Company.
COMPANY S POLICY QM DIRECTORS. APPQUMENT AND REMUNERATION
The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted a terms of reference which, interalia. deals with the manner of selection of Directors and the Key Managerial Personnel of the Company. The NRC recommends appointment of Director. Chief Executive Officer and Manager based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of (he Companies Act. 2013 and rules framed there under The NRC. is responsible for identifying and recommending persons who are qualified to become directors or part of senior management of the Company.
Remuneration Policy for (he members of the Board and Executive Management has been framed, (he said policies earmark the principles of remuneration and ensure a well balanced and performance related compensation package taking into account shareholders'' interest, industry practices and relevant corporate regulations in India.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Companies Act. 2013 read with (be Articles of Association of the company. Shri Ajay Kumar Malt (DIN: 00470134). Managing Director retires by rotation and being eligible offers himself for re-appointment.
At the 30th Annual General Meeting of the company held on 26th August, 2014 the company had appointed the existing independent directors Shri R.P.Singh (DIKI 00240010) and Dr. Barsha Khattry IDIN 01974374) as independent directors under the companies Act, 2013.
All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6] of the Companies Act, 2013 and the Listing regulations.
The familiarization programme aims to provide independent Directors with the Personal Protective Equipment industry scenario, the social-economic environment in which the Company operates, the business model, the operation and financial performance of the Company, significant developments so as to enable them to lake well informed decision in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statute.
BOARD EVALUATION
During the year, the Board adopted a Formal mechanism for evaluating its performance and effectiveness as well as that of its Committees and individual Directors, including the Chairman of the Board. For Board and its Committees, the exercise as carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. In case of evaluation of the individual Directors, one to one meeting of each Director with the Chairman of the Board and the Chairman of the Nomination & Remuneration Committee was held.
The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the board and its Committees.
MEETINGS
During the year Seven Board Meetings and one independent directors'' meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act. 2013 and listing regulations were adhered to while considering the t:me gap between two meetings.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act. 2013 and Schedule V of the Securities and Exchange Board of India Listing Obligation and Disclosure Requirement) Regulations. 2015 are given m the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All transactions entered into with the Related Parties in terms of Section 2(76) and Section 1BB of the Companies Act. 2013 read with Regulation 2 (zc) and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements! Regulations. 2015 during the financial year were in the ordinary course of business and on arm''s length basis and do not attract the provisions of Section 138 of the Companies Act, 2013. There were no Material Related Party transactions during the year. Thus disclosure in Form AOC-2 is not required,
PARTICULARS OF EMPLOYEES
Your Company has no employee of the category as specified in Rule 512) of the Companies (Appointment and Remuneration to Managerial Personnel) Rules. 2014. Disclosure pertaining to remuneration and other details as required under Section 197(121 of the Companies Act, 2013 read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 are provided in Annexure - D,
DISCLOSURE UNDER SECTION 22 OFTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL), ACT. 2013
The Company''s policy on prevention af sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. During the year under review, no complaints were reported to the Board.
MATERIAL CHANGES AMD COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial relate.
DEPOSIT
The Company has not accepted any deposits from the public/members under Section 73 of the Companies Act. 2013 read with Companies (Acceptance of Deposits) Rules, 2013-during the year.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Details of the same are provided in the Management Discussion and Analysis Report attached as annexed to this Report,
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act. 2013. Directors of your Company hereby stale and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March. 2016. the applicable accounting standards have been followed along with proper explanation relating to material departures:
b) they have selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company al the end of the financial year and of the profit of the company for the same period:
c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 2013 for safeguarding the assets of the company and far preventing and detecting fraud and other irregularities:
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial, controls to be followed by the company that are adequate and were operating effectively.
f) they have devised proper systems to en sure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
CONSERVATION OF ENERGY TECHNOLD GY ABSORPTION AND FOREIGN EXCHANGE
The information on conservation of energy, technology absorption and foreign exchange earnings, and outgo stipulated under Section 134(3)(m) of the Companies Act. 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure- E.
AWARD
- Mallcom was conferred with the prestigious '' Export Excellence Award" in the Eastern Region for the second consecutive year 2013-14 with a Gold Trophy in April, 201 £ from The Federation of Indian Export Organizations Eastern Region.
- Mallcom also received Prestigious Leather Export Award for 2014-15'' in February. 201 & for its excellent export performance.
- Confederation oF Indian Industry recognizes Mallcom through ENCON awards 2D14-15 for Excellence in Energy Conservation.
ACKNOWLEDGEMENT
The Directors take this opportunity to express their deep sense of gratitude to the banks, Central and stale governments and their departments and the local authorities for their continued guidance and support, Special mention also needs to be made for the continued support and co-operation received by us from all the associates, Suppliers, Customers and Dealers who played very important and active role in overall performance of your company. We would also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every member of the Mallcom family To them goes (he credit for all of the Company''s achievements, And to you our Shareholders, we are deeply grateful for (he confidence and faith that you have always reposed in us.
Dated . 30th May. 2016 For and behalf of the Board
Regd. Office:
EN-12. Sector-V. Salt Lake Cily
Mallcom (India) Lid. A K. Mall
Kolkata-700 091 Managing Director
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting before you Thirty-first
Annual Report of the Company together with Audited Statement of
Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS
Your Company's performance during the year ended 31st March, 2015 is
summarized below:
(Rupees in Lakhs)
Particulars 31-March-2015 31-March-2014
Gross Sales 26,490.71 21,813.30
Other Income 37.21 19.03
Total Revenue 26,527.92 21,832.33
Less: Total Expenditure 25,653.46 21,154.00
Gross Profit (Before
Depreciation & Finance Cost) 1,625.95 1,338.43
Less: Finance Cost 335.69 383.55
Depreciation 415.80 276.55
Earnings before Tax [EBT] 874.46 678.33
Less: Income Tax
*Current 330.00 194.67
*Income Tax for Earlier Years 18.05 23.40
*Deferred 12.96 10.12
Profit after Tax [PAT] 513.46 450.14
Add: Profit b/f from previous year 8.34 7.71
521.80 457.84
Appropriation
Dividend Recommended 93.60 93.60
Dividend Tax 19.06 15.91
Transfer to General Reserve 400.00 340.00
Profit & Loss Account balance
carried to Balance sheet 9.15 8.34
Key Ratios
Earning per Share (Rs.) 8.23 7.21
Dividend per share (Rs.) 1.50 1.50
Current Ratio 1.18:1 1.33:1
Debt-Equity Ratio 0.92:1 1.27:1
DIVIDEND
Your Directors are pleased to recommend dividend of Rs.1.50 per share
(15%) for the financial year ended 31st March, 2015. The dividend if
approved by the shareholders will be paid to all the equity
shareholders, whose names appear in the Register of Members as on, 4th
September, 2015. Total dividend of 15% for the year 2014-15 would
absorb Rs. 112.66 Lakh inclusive of dividend tax.
PERFORMANCE OF THE COMPANY
The Company has been able to achieve a significant turnover growth of
21.44% during the current year.
The Standalone Gross Income and Profit After Tax of the company for the
year was Rs. 26,527.92 Lakh & Rs. 513.46 Lakh as against Rs. 21,832.33
Lakh and Rs. 450.14 Lakh respectively for the previous year.
The Consolidated Gross Income of the company for the year under review
was Rs. 26,887.10 Lakh as against Rs. 22,248.67 Lakh for the previous
year resulting in a growth of 20.84 % The Consolidated profit after
tax, of the company, for the year was Rs. 678.21 Lakh as against Rs.
492.85 Lakh for the previous year.
The increase in Gross Income was mainly contributed by increase in
export & domestic turnover by 21.35% and 26.33% respectively.
FINANCIAL POSITION Share Capital
The subscribed, issued and paid-up capital of the company remained at
62,40,000 equity shares of Rs.10/- each implying a fully paid up
capital of Rs.624.00 Lakh as on 31st March 2015.
Reserve and Surplus
The Reserve and surplus balance for the company during the fiscal under
review has gone up from Rs.4,104.38 Lakh to Rs.4,427.18 Lakh with a
further transfer of Rs.400.00 Lakh to General Reserve.
SECURED LOANS
During the Fiscal 2015, the Company had an secured loan for a sum of
Rs. 4,528.48 Lakhs as short term borrowing.
UNSECURED LOANS
During the Fiscal 2015, the company had an unsecured loan for a sum of
Rs. 159.14 Lakh as long term borrowing.
FIXED ASSETS
The Gross Fixed Assets (including Capital work-in- progress) as at 31st
March, 2015 were Rs.5,484.01 Lakh as compared to Rs. 5,152.28 Lakh in
the previous year.
CURRENT ASSETS
The current assets of the Company as on 31st March, 2015 were Rs.
10,536.97 Lakh as against Rs. 11,054.40 Lakh in the previous year.
Inventory level was at Rs.4331.52 Lakh, which has increase by Rs. 263.05
Lakh over previous year's level of Rs. 4068.47 Lakh. Debtors outstanding
as on 31st March, 2015 were Rs. 2,874.01 Lakh as against Rs. 3,385.57
Lakh for previous year i.e. an increase of Rs.511.56 Lakh over the
previous year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of the Listing Agreements with Stock
Exchanges, the Management Discussion and Analysis Report is enclosed as
a part of this report.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement. A Report on Corporate
Governance is appended along with a certificate from the Practicing
Company Secretary confirming the compliance with the conditions of
Corporate Governance as stipulated under Clause 49 of the listing
agreement.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements are prepared by your Company in
accordance with the applicable accounting standards issued by the
Institute of Chartered Accountants of India and the same together with
Auditor's Report thereon form part of the Annual Report.
SUBSIDIARY COMPANIES
Your Company has three subsidiaries as on date. Further there has been
no material change in the nature of business of the subsidiaries. A
report on the performance and the financial position of subsidiary
companies as per Companies Act, 2013 forms part of the consolidated
financial statement and hence not repeated here for the sake of
brevity. There are no associate companies within the meening of
Section-2(6) of the Companies Act, 2013.
NEW BRAND IDENTITY
With our feet firmly on ground and balanced mind, we have set our
vision to further expand our branded products in the established market
along with the growing Indian sub- continent market. With a new mission
ahead, we chose a new brand identity for us that reflects the multitude
of opportunities that we would want to harness in the personal
protective equipment market globally.
The new brand takes the inspiration from century old Chinese puzzle -
Tangram - The seven boards of skill. It is a dissection puzzle
consisting of seven flat shapes, called tans, which are put together to
form shapes. The objective of puzzle is to make specific shape using
all seven pieces, without overlapping. This solution provides symbolic
representations of immense opportunities that we, at Mallcom, would
imbibe to make our products smart and provide effective solutions to
our clients.
AUDITORS AND AUDITORS' REPORT Statutory Auditors
M/s Doshi, Chatterjee, Bagri & Co., Chartered Accountants have been
appointed as Statutory Auditors of the company at the last Annual
General Meeting held on 28th August, 2014 for a period of five years
subject to ratification by members at every consequent Annual General
Meeting. They have confirmed their eligibility to the effect that their
re-appointment, if made, would be within the prescribed limits under
the Act and that they are not disqualified for re-appointment.
Explanation to the qualification and other matters in Auditors' Report
The Company has already been making contribution towards the gratuity
liability as per the actuarial valuation arranged by the managers to
gratuity fund. The company plans to obtain the actuarial valuation
report for both gratuity and leave encasement benefits in line with AS
- 15 and the required contribution will be made during the current year
to make good of shortfall if any.
Beside the above the Auditors Report on the Accounts of the Company for
the year under review is self-explanatory and requires no comment.
Cost Auditor
M/s. S Chhaparia & Associates, Cost Accountants were appointed as Cost
Auditors for auditing the cost accounts of your Company for the year
ended 31st March, 2015 by the Board of Directors.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Rashmi Agarwal &
Associates Company Secretaries to undertake the secretarial audit of
the Company. The Secretarial Audit Report for the financial year ended
March 31, 2015 is annexed herewith as Annexure-A.
Secretarial Auditors Report of the Company for the year under review is
self-explanatory and requires no comment.
Internal Auditors
Mrs. Anjali G. Worah, Chartered Accountant performs the duties of
internal auditors of the company and their report is reviewed by the
audit committee from time to time.
CORPORATE SOCIAL RESPONSIBILITY
Even though the provisions of Companies Act, 2013 regarding Corporate
Social Responsibility are not attracted to the company yet the Company
has been, over the years, pursuing as part of its corporate philosophy,
an unwritten CSR policy for welfare and aspirations of the community.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior
the company has adopted a vigil mechanism policy. This policy may be
accessed on the company website.
COMPANY'S POLICY ON DIRECTORS, APPOINTMENT AND REMUNERATION
The Board of Directors in consonance with the recommendation of
Nomination and Remuneration Committee (NRC) has adopted a terms of
reference which, interalia, deals with the manner of selection of
Directors and the Key Managerial Personnel of the Company. The NRC
recommends appointment of Director/appointment or re- appointment of
Manager and Chief Executive Officer based on their qualifications,
expertise, positive attributes and independence in accordance with
prescribed provisions of the Companies Act, 2013 and rules framed there
under. The NRC, in addition to ensuring diversity of race and gender,
also considers the impact the appointee would have on Board's balance
of professional experience, background, view points, skills and areas
of expertise.
The Board of Directors in consonance with the recommendation of
Nomination and Remuneration Committee has also adopted the Remuneration
Policy for the members of the Board and Executive Management. The said
policy earmark the principles of remuneration and ensures a well
balanced and performance related compensation package taking into
account shareholders' interest, industry practices and relevant
corporate regulations in India.
RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in overseeing all the risks that the organization faces. A
Risk Management Policy was approved by the Committee and the same may
be accessed on the company website.
The Company manages monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic
objectives.
DIRECTORS
At the 30th Annual General Meeting of the company held on 28th August,
2014 the company had appointed the existing independent directors Shri
R.P.Singh (DIN 00240910) and Dr. Barsha Khattry (DIN 01974874) as
independent directors under the companies Act, 2013.
All independent directors have given declaration that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of listing agreement.
In accordance with the provisions of Companies Act, 2013 read with the
Articles of Association of the company, Shri Giriraj Mall (DIN:
01043022), Non-Executive Director retires by rotation and being
eligible offers himself for re- appointment.
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and clause 49 of the
Listing Agreement, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well
the evaluation of the working of its Audit, Nomination &Remuneration
and Stakeholder committee. The manner in which the evaluation has been
carried out has been explained in Corporate Governance Report.
MEETINGS
During the year Seven Board Meetings and one independent directors'
meeting was held. The Details of which are given in Corporate
Governance Report. The provisions of Companies Act, 2013 and listing
agreement were adhered to while considering the time gap between two
meetings.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as
Annexure-B.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and in the ordinary course
of business. The requirement of giving particulars of
contracts/arrangement made with related parties, in Form AOC-2 are not
applicable for the year under review.
PARTICULARS OF EMPLOYEES
The information required under section 197 of the Act read with Rule 5
of the Companies (Appointment and Remunera- tion of Managerial
Personnel) Rules, 2014 in respect of employees of the Company, will be
provided upon request. In terms of Section 136 of the Act, the reports
and accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the Regis- tered office of the company
during business hours on work- ing days of the company up to the date
of ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secre- tary
in advance.
No employee of the Company was in receipt of the remu- neration which
exceeds the limits as prescribed under sec- tion 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Mana- gerial Personnel) Rules, 2014.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of
your Company hereby state and confirm that:
a) in the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit of the
company for the same period;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that
are adequate and were operating effectively.
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and are
operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 is annexed herewith as a separate annexure.
ACKNOWLEDGEMENT
The company has been very well supported from all quarters and
therefore your directors wish to place on record their sincere
appreciation for the support and co-operation received from Employees,
Dealers, Suppliers, Central and State Governments, Bankers and others
associated with the Company.
Your Directors wish to thank the banks, financial institutions,
shareholders and business associates for their continued support and
cooperation.
Date: 30th May, 2015 For and behalf of the Board
Reg. Office: A. K. Mall
Mallcom Towers Chairman & Managing Director
EN-12, Sector-V
Salt Lake City
Kolkata-700091
Mar 31, 2014
To The Members
The Directors are please to present the Thirtieth (30th) Annual Report
and the Audited Accounts of your Company for the financial year ended
31st March, 2014.
1. FINANCIAL RESULTS
Your Company's performance during the year ended 31st March, 2014 is
summarized below:
(Rupees in Lakhs)
31-March-2014 31-March-2013
Gross Sales 21,813.30 16,141.20
Other Income 19.03 29.74
Total Revenue 21,832.33 16,170.95
Less: Total Expenditure 21,154.00 15,664.25
Gross Profit (before Depreciation
& Finance Cost) 1,338.43 1,089.71
Depreciation 276.55 284.52
Less: Finance Cost 383.55 298.49
Earning before Tax [EBT] 678.33 506.70
Less: Income Tax
-Current 194.67 149.25
-Deferred 10.12 7.15
-Income Tax for Earlier Years 23.40 -
Profit after Tax [PAT] 450.14 350.30
Add: Profit b/f from previous year 7.71 15.01
457.84 365.31
Appropriation
Dividend Recommended 93.60 74.88
Dividend Tax 15.91 12.73
Transfer to General Reserve 340.00 270.00
Profit & Loss Account balance carried
to Balance sheet 8.34 7.71
Key Ratios
Earning per Share (Rs.) 7.21 5.61
Dividend per share (Rs.) 1.50 1.20
Current Ratio 1.33:1 1.23:1
Debt-Equity Ratio 1.27:1 1.03:1
2. DIVIDEND
Your Directors are pleased to recommend dividend of Rs.1.50 per share
(15%) for the financial year ended 31st March, 2014. The dividend if
approved by the shareholders will be paid to all the equity
shareholders, whose names appear in the Register of Members as on 22nd
or 23rd August, 2014 (as applicable). Total dividend of 15% for the
year 2013-14 would absorb Rs.109.51 Lakh inclusive of dividend tax.
3. PERFORMANCE OF THE COMPANY
The Company has been able to achieve a significant turnover growth of
35.14%. The Company was also able to improve upon the profitability of
its operations by continuously developing the new product-mix and
optimization of its various facilities achieving better results over
previous year.
The Standalone Gross Income & profit after tax of the company for the
year was Rs. 21,832.33 Lakh & Rs. 450.14 Lakh as against Rs. 16,170.95
Lakh & Rs. 350.30 Lakh respectively for the previous year.
The Consolidated Gross Income of the company for the year under review
was Rs.22,248.67 Lakh as against Rs. 16,631.38 Lakh for the previous
year resulting in a growth of 33.77% The Consolidated profit after tax,
of the company, for the year was Rs.492.85 Lakh as against Rs.392.89
Lakh for the previous year.
The increase in Gross Income was mainly contributed by increase in
export & domestic turnover by 33.29% and 36.17% respectively.
FINANCIAL POSITION
i) Share Capital:
The subscribed, issued and paid-up capital of the company remained at
6,240,000 equity shares of Rs.10/- each implying a fully paid up
capital of Rs.624.00 Lakh as on 31st March, 2014.
ii) Reserve and Surplus:
The Reserve and surplus balance for the company during the fiscal under
review has gone up from Rs. 3,763.75 Lakh to Rs. 4,104.38 Lakh with a
further transfer of Rs.340.00 Lakh to General Reserve.
iii) Secured Loans:
During the Fiscal 2014, the borrowing of the company under secured loan
has gone up from Rs.4,332.07 Lakh to Rs. 4,913.71 Lakh.
iv) Unsecured Loans:
During the Fiscal 2014, the company had an unsecured loan for a sum of
Rs.1,091.99 Lakh as long term borrowing.
v) Fixed Assets:
The Gross Fixed Assets (Including Capital work-in- progress) as at 31st
March, 2014 were Rs.5,152.28 Lakh as compared to Rs.4,953.46 Lakh in
the previous year.
v) Current Assets:
The current assets of the Company as on 31st March, 2014 were
Rs.11,054.40 Lakh as against Rs. 8,094.07 Lakh in the previous year.
Inventory level was at Rs.4,068.47 Lakh, which has increase by
Rs.1,522.43 Lakh over previous year's level of Rs. 2,540.44 Lakh.
Debtors outstanding as on 31st March, 2014 were Rs.3,385.57 Lakh as
against Rs. 3,058.12 Lakh for previous year i.e. an increase of
Rs.270.49 Lakh over the previous year.
SUBSIDIARY COMPANIES
As per Section 212 of the Companies Act, 1956, we are required to
attach the, Balance Sheet, Statement of Profit and Loss and other
documents of our subsidiaries. The Ministry of Corporate Affairs,
Government of India vide its Circular No. 2/2011 dated February 8,
2011, has provided an exemption to companies from complying with
Section 212, provided such companies publish the audited consolidated
financial statements in the Annual Report. Accordingly, the Annual
Report 2013-14 does not contain the financial statements of our
subsidiaries. Please refer statement pursuant to Section 212 of the
Companies Act, 1956 for the summary financial performance of our
subsidiaries. These documents will be available for inspection by any
shareholder at the Registered Office of the Company, on any working day
during business hours.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements are prepared by your Company in
accordance with the applicable accounting standards issued by the
Institute of Chartered Accountants of India and the same together with
Auditor's Report thereon form part of the Annual Report.
DIRECTORS
Mr. Giriraj Kumar Mall, Director of the Company retires by rotation at
the forthcoming Annual General Meeting, pursuant to the provisions of
Article 115 of the Article of Association of the Company and being
eligible, offers himself for reappointment.
AUDITORS
The Board has recommended the appointment of M/s Doshi, Chatterjee,
Bagri & Co., Chartered Accountants as an auditor of the company for a
period of five years, subject to ratification by members at every
Annual General Meeting, for whom the company has received a notice u/s
140 of the Companies Act, 2013 from member seeking their appointment.
Messrs Doshi, Chatterjee, Bagri & Co., Chartered Accountants, have
confirmed their eligibility for appointment under Section 139 of the
Companies Act, 2013.
AUDITORS' REPORT
The Auditors' Report on the Accounts of the Company for the year under
review is self-explanatory and requires no comment.
COST AUDITORS
Pursuant to Order from the Ministry of Corporate Affairs, S Chhaparia &
Associates, Cost Accountants, have been appointed as Cost Auditors for
the financial year 2013-14. They are required to submit the report to
the Central Government within 180 days from the end of the accounting
year.
PARTICULARS OF EMPLOYEES
Your Directors wish to place on record their appreciation for the
continued support and dedication from each member of the "Mallcom"
family who has wholeheartedly contributed to the success achieved in
improving efficiency and reducing costs. The highly trained, motivated
and productive work-team has indeed been a core competency of your
Company. No disclosure is required under section 217 (2A) of the
Companies Act, 1956.
CORPORATE GOVERNANCE
Your Company believes in and practices highest code of corporate
governance in maintaining transparency in its disclosure norms,
simultaneously creating value and wealth for its shareholders, thereby
enhancing its accountability to all its stakeholders.
A separate report on the Corporate Governance, along with the requisite
certificate from the Auditors of the Company is annexed herewith as
part of this Annual Report.
OUR SOCIAL RESPONSIBILITY
Corporate Social Responsibility is the continuing commitment by the
business to behave ethically and contribute to economic development
while improving the quality of life of the workforce and their families
as well as of the local community and society at large.
As a part of its policy for corporate social responsibility, the
Company is associated with charitable and social activities and thereby
playing a pro-active role in the socio- economic growth. In structuring
its efforts to the various aspects of Corporate Social
Responsibilities, the Company takes account guidelines and statements
issued by stakeholders and other regulatory bodies.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations received from the Operating Management,
hereby confirm that: -
i. In the preparation of the annual accounts, the applicable accounting
standards read with requirements set out under Schedule VI to the
Companies Act, 1956, have been followed and there are no material
departures from the same;
ii. Appropriate accounting policies have been selected and applied
consistently, and judgments and estimates have been made that are
reasonably prudent so as to give a true and fair view of the state of
affairs of the Company as at March 31, 2014 and of the profit of the
Company for the said period;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956. Adequate systems and controls for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities have been ensured;
iv. The annual accounts have been prepared on a going concern basis;
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Every Effort is made to optimize the energy cost while carrying out the
manufacturing operations, thus conservation of energy continues to
remain our area of thrust. The particulars prescribed under Section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, are annexed hereto and form part of this Report.
ACKNOWLEDGEMENT
The Directors appreciate and value the assistance, co- operation and
support extended to your company by the various central and state
Government agencies, foreign collaborators, customers, bankers and
other business associates.
For and behalf of the Board
A. K. Mall
Date: May 30, 2014 Chairman & Managing Director
Reg. Office:
Mallcom Towers
EN-12, Sector-V
Salt Lake City
Kolkata-700091
Mar 31, 2013
Dear Members,
The Directors submit the Twenty-Ninth Annual Report and the Audited
Accounts of your Company for the financial year ended 31st March, 2013.
1. FINANCIAL RESULTS
Your Company's performance during the year ended 31st March, 2013 is
summarized below:
(Rupees in Lakhs)
31-March-2013 31-March-2012
Total Income 16,170.95 13,663.67
Earnings before Interest
Depreciation and Tax [EBIDT] 1089.71 939.93
Less: Finance Cost 298.49 205.35
Depreciation 284.52 307.53
Earnings before Tax [EBT] 506.70 427.05
Less: Income Tax
* Current 149.25 115.26
* Deferred 7.15 5.16
* Fringe Benefit Tax  Â
* Income Tax for Earlier Years  24.09
Profit after Tax [PAT][Before
adjustment for MAT] 350.30 282.54
Add: Adjustment for MAT Credit receivable - 64.04
Profit after Tax 350.30 346.59
Add: Profit b/f from previous year 15.01 15.09
350.30 361.68
Appropriation
Dividend Recommended 74.88 74.88
Dividend Tax 12.73 11.79
Transfer to General Reserve 270.00 260.00
Profit & Loss Account balance
carried to Balance sheet 7.71 15.01
Key Ratios
Earning per Share (Rs.) 5.61 5.55
Dividend per share (Rs.) 1.20 1.20
Current Ratio 1.25:1 1.23:1
Debt-Equity Ratio 0.89:1 0.85:1
2. DIVIDEND
Your Directors are pleased to recommend dividend of Rs.1.20 per share
(12%) for the financial year ended 31st March, 2013. The dividend if
approved by the shareholders will be paid to all the equity
shareholders, whose names appear in the Register of Members as on 16th
September, 2013. Total dividend of 12% for the year 2012-13 would
absorb Rs.87.61Lakh inclusive of dividend tax.
3. PERFORMANCE OF THE COMPANY
During the year under review the GDP Growth has declined from 6.5% to
5% as a whole and in growth in manufacturing and export sector has been
well below the expectations. The company however despite the odds both
in domestic market as well as international markets facing slowdown has
been able to come out with decent performance achieving a turnover
growth of 18.35%. The Company was also able to improve upon the
profitability of its operations by continuously developing the new
product- mix and optimization of its various facilities achieving
better results over previous year.
The Standalone Gross Income & profit after tax of the company
for the year was Rs. 16,170.94 Lakh & Rs.350.30 Lakh as against
Rs. 13,663.67 Lakh & Rs.346.59 Lakh respectively for the previous year.
The consolidated Gross Income of the company for the year under review
was Rs.16, 631.38 Lakh as against Rs.14, 084.57 Lakh for the previous
year resulting in a growth of 18.08% The Consolidated profit after tax,
of the company, for the year was Rs.392.89 Lakh as against Rs. 380.05
Lakh for the previous year.
The increase in Gross Income was mainly contributed by increase in
export & domestic turnover.
The Standalone change in Gross Income and Profit after Tax during the
last 5 years has been summarized below:
FINANCIAL POSITION
i) Share Capital:
The subscribed, issued and paid-up capital of the company remained at
62,40,000 equity shares of Rs.10/- each implying a fully paid up
capital of Rs.624.00 Lakh as on 31st March, 2013.
ii) Reserve and Surplus:
The Reserve and surplus balance for the company during the fiscal under
review has gone up from Rs.3501.27 Lakh to Rs. 3763.75 Lakh with a
further transfer of Rs.270.00 Lakh to General Reserve.
iii) Secured Loans:
During the Fiscal 2013, the borrowing of the company under secured loan
has gone up from Rs.3340.25 Lakh to Rs.3691.37 Lakh resulting in
increase of debt equity ratio from 0.85:1 to 0.89:1.
iv) Unsecured Loans:
During the Fiscal 2013, the company had an unsecured loan for a sum of
Rs.208.25 Lakh as short term borrowing as against Rs. 181.50 Lakh
received during previous year.
v) Fixed Assets:
The Gross Fixed Assets (Including Capital work-in- progress) as at 31st
March, 2013 were Rs.4953.46 Lakh as compared to Rs. 4791.97 Lakh in the
previous year.
vi) Current Assets:
The current assets of the Company as on 31st March, 2013 were
Rs.7453.37 Lakh as against Rs.6051.03 Lakh in the previous year.
Inventory level was at Rs.2877.68 Lakh, which has increase by Rs.22.53
Lakh over previous year's level of Rs. 2855.15 Lakh. Debtors
outstanding as on 31st March 2013 were Rs.2417.42 Lakh as against
Rs.1046.18 Lakh for previous year i.e. an increase of Rs.1371.24 Lakh
over the previous year.
SUBSIDIARY COMPANIES
As per Section 212 of the Companies Act, 1956, we are required to
attach the, Balance Sheet, Statement of Profit and Loss and other
documents of our subsidiaries. The Ministry of Corporate Affairs,
Government of India vide its Circular No. 2/2011 dated February 8,
2011, has provided an exemption to companies from complying with
Section 212, provided such companies publish the audited consolidated
financial statements in the Annual Report. Accordingly, the Annual
Report 2012-13 does not contain the financial statements of our
subsidiaries. Please refer statement pursuant to Section 212 of the
Companies Act, 1956 for the summary financial performance of our
subsidiaries. These documents will be available for inspection by any
shareholder at the Registered Office of the Company, on any working day
during business hours. A statement pursuant to sec 212 (1)(c) and
212(8) of the companies Act 1956 is annexed herewith as Annexure A.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements are prepared by your Company in
accordance with the applicable accounting standards issued by the
Institute of Chartered Accountants of India and the same together with
Auditor's Report thereon form part of the Annual Report.
DIRECTORS
Mr. Naresh Pachisia, Director of the Company retires by rotation at the
forthcoming Annual General Meeting, pursuant to the provisions of
Article 115 of the Article of Association of the Company and being
eligible, offers himself for reappointment.
AUDITORS
The current Statutory Auditors, Messrs Jain Seth & Co.,
Chartered Accountants, retire at the ensuing Annual General Meeting and
having confirmed their eligibility for reappointment under Section 224
(1-B) of the Companies Act, 1956, they have offered themselves there
for.
AUDITORS' REPORT
The Auditors' Report on the Accounts of the Company for the year under
review is self-explanatory and requires no comment.
COST AUDITORS
Pursuant to Order from the Ministry of Corporate Affairs, S Chhaparia &
Associates, Cost Accountants, have been appointed as Cost Auditors for
the financial year 2012-13. They are required to submit the report to
the Central Government within 180 days from the end of the accounting
year.
PARTICULARS OF EMPLOYEES
Your Directors wish to place on record their appreciation for the
continued support and dedication from each member of the "Mallcom"
family who has wholeheartedly contributed to the success achieved in
improving efficiency and reducing costs. The highly trained, motivated
and productive work-team has indeed been a core competency of your
Company. No disclosure is required under section 217 (2A) of the
Companies Act, 1956.
CORPORATE GOVERNANCE
Your Company believes in and practices highest code of corporate
governance in maintaining transparency in its disclosure norms,
simultaneously creating value and wealth for its shareholders, thereby
enhancing its accountability to all its stakeholders.
A separate report on the Corporate Governance, along with the requisite
certificate from the Auditors of the Company is annexed herewith as
part of this Annual Report.
OUR SOCIAL RESPONSIBILITY
Corporate Social Responsibility is the continuing commitment by the
business to behave ethically and contribute to economic development
while improving the quality of life of the workforce and their families
as well as of the local community and society at large.
As a part of its policy for corporate social responsibility, the
Company is associated with charitable and social activities and thereby
playing a pro-active role in the socio- economic growth. In structuring
its efforts to the various aspects of Corporate Social
Responsibilities, the Company takes account guidelines and statements
issued by stakeholders and other regulatory bodies.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations received from the Operating Management,
hereby confirm that: -
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
ii. Appropriate accounting policies have been selected and applied
consistently, and judgments and estimates have been made that are
reasonably prudent so as to give a true and fair view of the state of
affairs of the Company as at March 31, 2013 and of the profit of the
Company for the said period;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956. Adequate systems and controls for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities have been ensured;
iv. The annual accounts have been prepared on a going concern basis;
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Every Effort is made to optimize the energy cost while carrying out the
manufacturing operations, thus conservation of energy continues to
remain our area of thrust. The particulars prescribed under Section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, are annexed hereto and form part of this Report.
ACKNOWLEDGEMENT
The Directors appreciate and value the assistance, co- operation and
support extended to your company by the various central and state
Government agencies, foreign collaborators, customers, bankers and
other business associates.
For and behalf of the Board
A. K. Mall
Date: 22nd June, 2013 Chairman & Managing Director
Reg. Office:
Mallcom Towers
EN-12, Sector-V
Salt Lake City
Kolkata-700091
Mar 31, 2012
Dear Members,
The Directors submit the Twenty-Eighth Annual Report and the Audited
Accounts of your Company for the financial year ended 31st March, 2012.
1. FINANCIAL RESULTS
Your Company's performance during the year ended 31st March 2012 is
summarized below:
(Rs. in Lakh)
31 March 31 March
2012 2011
Total Income 13,663.67 11,997.57
Earnings before Interest
Depreciation and Tax [EBIDT] 939.93 1,245.01
Less: Finance Cost 205.35 125.79
Depreciation 307.53 297.95
Earnings before Tax [EBT] 427.05 821.27
Less: Income Tax
- Current 115.26 143.80
- Deferred 5.16 2.53
- Fringe Benefit Tax - -
- Income Tax for Earlier Years 24.09 11.96
Profit after Tax [PAT][Before
adjustment for MAT] 282.54 662.98
Add: Adjustment for MAT Credit receivable 64.04 -
Profit after Tax 346.59 662.98
Add: Profit b/f from previous year 15.09 11.26
361.68 674.24
Appropriation
Dividend Recommended 74.88 93.60
Dividend Tax 11.79 15.55
Transfer to General Reserve 260.00 550.00
Profit & Loss Account balance
carried to Balance sheet 15.01 15.09
Key Ratios
Earning per Share (Rs.) 5.55 10.62
Dividend per share (Rs.) 1.20 1.50
Current Ratio 1.23:1 1.23:1
Debt-Equity Ratio 0.85:1 0.77:1
2. DIVIDEND
Your Directors are pleased to recommend dividend of Rs.1.20 per share
(12 %) for the financial year ended 31st March, 2012. The dividend if
approved by the shareholders will be paid to all the equity
shareholders, whose names appear in the Register of Members as on 21st
August, 2012. Total dividend of 12% for the year 2011-12 would absorb
Rs. 87.03 Lakh inclusive of dividend tax.
3. PERFORMANCE OF THE COMPANY
During the year under review the GDP Growth as a whole and in
particular growth in manufacturing and export sector has been well
below the expectations. The company however despite the odds both in
domestic market as well as international markets facing slowdown has
been able to come out with decent performance achieving a turnover
growth of 19.33%. The Company was also able to improve upon the
profitability of it's operations by continuously developing the new
product-mix and optimization of it's various facilities achieving
better results over previous year.
The Standalone Gross Income & profit after tax of the company for the
year was Rs.13663.67 Lakh & Rs.346.59 Lakh as against Rs. 11997.57 Lakh
& Rs. 662.98 Lakh respectively for the previous year.
The consolidated Gross Income of the company for the year under review
was Rs.14084.57 Lakh as against Rs.12436.92 Lakh for the previous year
resulting in a growth of 13.25% The Consolidated profit after tax, of
the company, for the year was Rs.380.04 Lakh as against Rs.687.79 Lakh
for the previous year.
The increase in Gross Income was mainly contributed by increase in
export & domestic turnover by 18.16% & 36.61% respectively.
FINANCIAL POSITION
i) Share Capital:
The subscribed, issued and paid-up capital of the company remained at
62,40,000 equity shares of Rs.10/- each implying a fully paid up
capital of Rs.624.00 Lakh as on 31st March 2012.
ii) Reserve and Surplus:
The Reserve and surplus balance for the company during the fiscal under
review has gone up from Rs. 3247.20 Lakh to Rs.3501.27 Lakh with a
further transfer of Rs.260.00 Lakh to General Reserve.
iii) Secured Loans:
During the Fiscal 2012, the borrowing of the company under secured loan
has gone up from Rs. 2849.29 Lakh to Rs.3340.25 Lakh resulting in
increase of debt equity ratio from 0.77:1 to 0.85:1.
iv) Unsecured Loans:
During the Fiscal 2012, the company had an unsecured loan for a sum of
Rs.181.50 Lakh as short term borrowing as against Rs.147.25 Lakh
received during previous year.
v) Fixed Assets:
The Gross Fixed Assets (Including Capital work-in- progress) as at 31st
March, 2012 were Rs.4791.96 Lakh as compared to Rs. 4329.57 Lakh in the
previous year.
v) Current Assets:
The current assets of the Company as on 31st March, 2012 were
Rs.6051.03 Lakh as against Rs. 6118.71 Lakh in the previous year.
Inventory level was at Rs.2855.15 Lakh, which was lower by Rs.520.31
Lakh over previous year's level of Rs.3375.46 Lakh. Debtors outstanding
as on 31st March 2012 were Rs.1046.18 Lakh as against Rs.1250.04 Lakh
for previous year i.e. a decrease of Rs.203.86 Lakh over the previous
year.
SUBSIDIARY COMPANIES
The Annual Report of its' subsidiary Mallcom Safety Pvt. Ltd. for the
year ended 31st March, 2012 is enclosed separately and form an integral
part of the Annual Report of Mallcom (India) Ltd.
Pursuant to the requirements of the clause 32 of the Listing Agreement,
the details of Loans/ Advances made to and Investment made in
Subsidiary have been furnished in Schedules forming part of the
Accounts.
A statement pursuant to Section 212 of the companies Act, 1956,
relating to the company's interest in the Subsidiary Companies is
provided separately.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements are prepared by your Company in
accordance with the applicable accounting standards issued by the
Institute of Chartered Accountants of India and the same together with
Auditor's Report thereon form part of the Annual Report.
DIRECTORS
Mr. Giriraj Mall, Director of the Company retires by rotation at the
forthcoming Annual General Meeting, pursuant to the provisions of
Article 115 of the Article of Association of the Company and being
eligible, offers himself for reappointment.
AUDITORS
The current Statutory Auditors, Messrs Jain Seth & Co., Chartered
Accountants, retire at the ensuing Annual General Meeting and having
confirmed their eligibility for reappointment under Section 224 (1-B)
of the Companies Act, 1956, they have offered themselves there for.
AUDITORS' REPORT
The Auditors' Report on the Accounts of the Company for the year under
review is self-explanatory and requires no comment.
PARTICULARS OF EMPLOYEES
Your Directors wish to place on record their appreciation for the
continued support and dedication from each member of the "Mallcom"
family who has wholeheartedly contributed to the success achieved in
improving efficiency and reducing costs. The highly trained, motivated
and productive work- team has indeed been a core competency of your
Company. No disclosure is required under section 217 (2A) of the
Companies Act, 1956.
CORPORATE GOVERNANCE
Your Company believes in and practices highest code of corporate
governance in maintaining transparency in its disclosure norms,
simultaneously creating value and wealth for its shareholders, thereby
enhancing its accountability to all its stakeholders.
A separate report on the Corporate Governance, along with the requisite
certificate from the Auditors of the Company is annexed herewith as
part of this Annual Report.
OUR SOCIAL RESPONSIBILITY
Corporate Social Responsibility is the continuing commitment by the
business to behave ethically and contribute to economic development
while improving the quality of life of the workforce and their families
as well as of the local community and society at large.
As a part of its policy for corporate social responsibility, the
Company is associated with charitable and social activities and thereby
playing a pro-active role in the socio- economic growth. In structuring
its efforts to the various aspects of Corporate Social
Responsibilities, the Company takes account guidelines and statements
issued by stakeholders and other regulatory bodies.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations received from the Operating Management,
hereby confirm that: -
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
ii. Appropriate accounting policies have been selected and applied
consistently, and judgments and estimates have been made that are
reasonably prudent so as to give a true and fair view of the state of
affairs of the Company as at March 31, 2012 and of the profit of the
Company for the said period;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956. Adequate systems and controls for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities have been ensured;
iv. The annual accounts have been prepared on a going concern basis;
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Every effort is made to optimize the energy cost while carrying out the
manufacturing operations, thus conservation of energy continues to
remain our area of thrust. The particulars prescribed under Section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, are annexed hereto and form part of this Report.
ACKNOWLEDGEMENT
The Directors appreciate and value the assistance, co- operation and
support extended to your company by the various central and state
Government agencies, foreign collaborators, customers, bankers and
other business associates.
For and behalf of the Board
A. K. Mall
Chairman & Managing Director
Date: May 30, 2012
Reg. Office:
Mallcom Towers
EN-12, Sector-V
Salt Lake City
Kolkata-700091